Sarossa PLC Agreement with GVC Holdings PLC (8425Z)
September 22 2015 - 8:31AM
UK Regulatory
TIDMSARS
RNS Number : 8425Z
Sarossa PLC
22 September 2015
Sarrossa Plc ("Sarossa")
Agreement with GVC Holdings PLC ("GVC")
The Directors announce that on 4 September 2015, Sarossa entered
into an agreement to subscribe, as described below, for GBP2.0
million of new GVC ordinary shares ( "GVC Shares") proposed to be
issued by GVC in connection with its recommended offer for
bwin.party digital entertainment plc ("bwin.party") (the "Offer"),
which was announced by GVC on 4 September 2015.
Under the terms of the recommended offer, GVC is offering to
acquire the entire issued and to be issued ordinary share capital
of bwin.party. The Offer is intended to be effected by means of a
scheme of arrangement (the "Scheme") under which bwin.party
shareholders will be entitled to receive for each bwin.party share,
25 pence in cash and 0.231 new GVC Shares.
The Offer represents a value of approximately 129.64 pence per
bwin.party share based on the closing price per GVC Share at the
close of business on 3 September 2015 (being the latest practicable
date prior to publication of the GVC announcement). On this basis,
the Offer values the entire issued and to be issued ordinary share
capital of bwin.party on a fully diluted basis at approximately
GBP1.116 billion. Following completion, bwin.party shareholders
will own approximately 66.6 per cent. of the enlarged group.
The cash consideration payable under the Offer will be funded by
up to EUR400.0 million (approximately GBP291.3 million) of senior
secured debt provided by Cerberus. In addition GVC proposes to
raise approximately GBP150.0 million (approximately EUR206.0
million) by way of a placing of new GVC Shares to institutional
investors, and a subscription of new GVC Shares by certain
investors, under a fundraising at a subscription price of 422 pence
per new GVC Share. The fundraising is conditional on the Offer and
the Scheme becoming wholly unconditional and the net proceeds of
the fundraising will be used by GVC, amongst other things, to fund
reorganisation costs within the enlarged group and for general
working capital purposes.
Sarossa has entered into an agreement with GVC to subscribe for
473,934 new GVC Shares at 422 pence per share under the above
fundraising, which represents a potential commitment of GBP2.0
million. These 473,934 new GVC Shares would represent approximately
0.16 per cent. of GVC's enlarged group issued ordinary share
capital assuming full acceptance of the Offer. As consideration for
this commitment, Sarossa will be paid a placing participation
commission cash amount equal to a maximum of 1% of the GBP2.0
million potential commitment. Sarossa has an existing holding of
343,053 GVC Shares equal to 0.56% of GVC's existing issued ordinary
share capital so that Sarossa would hold a total of 816,987 GVC
Shares assuming full acceptance of the Offer which would represent
approximately 0.28 per cent. of GVC's enlarged group issued
ordinary share capital.
Sarossa's GBP2.0 million commitment continues until the earlier
of the date on which the Offer and the Scheme becomes wholly
unconditional (which is expected to become effective in late Q4
2015 or in Q1 2016 subject to a long stop date of 31 March 2016).
Sarossa will make a further announcement as soon as possible
thereafter to confirm the number of new GVC Shares subscribed under
this agreement.
In the 6 months ended 30 June 2015, GVC made a profit before
taxation of Euro 17.7 million on revenue of Euro 120.9 million
(Year ended 31 December 2014, profit before tax of Euro 40.6
million on revenue of Euro 224.8 million). Its net assets at 30
June 2015 amounted to Euro 137.1 million.
Further information on the Offer, GVC and bwin.party. is set out
in the announcement of the Offer of 4 September 2015 and is
available on the GVC website.
Contacts:
Sarossa Plc
Mike Bretherton, Chairman 01534 719761
WH Ireland Limited (Nominated adviser)
Chris Fielding, Head of Corporate Finance 020 7220 1650
This information is provided by RNS
The company news service from the London Stock Exchange
END
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September 22, 2015 09:31 ET (13:31 GMT)
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